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General Business Terms of ELBOR LLC (Russia)

1 Scope of application
1.1. These General Terms of sale, delivery and payment shall be applied only to entrepreneurs in case of carrying out commercial or individual professional activities, and to legal entities under public law. They are not applied to consumers.
1.2. These General Business Terms shall be applied on an exclusive basis. The Supplier doesn't acknowledge any contradictory or deviating conditions of the Customer, unless they were directly approved by the Supplier in a written form. If special agreements different from these General Business Terms are concluded for a certain order, the General Business Terms have minor and supplementary character. Concerning the contents of such agreements, the written agreement or our written confirmation prevails.
1.3. Legally significant declarations and applications, which the Customer shall submit us after conclusion of the agreement, shall be executed in written form to be valid.

2 Conclusion of the Agreement
2.1. Our commercial offers are purely advisory and have no binding force. This condition is also applicable in case of provision to the Customer of catalogues, technical documentation, other product descriptions or documents, including soft copies, which remain to be subjects of our property right and copyrights.
2.2. The Agreement is considered concluded upon written confirmation of acceptance of the order by the Supplier. If the Supplier submits an offer with a limited validity period, the Agreement shall be concluded with timely written acceptance of the commercial offer by the Customer.
2.3. Upon signing the Agreement, the additional verbal arrangements shall be executed in writing to put them into law.

3 Prices
3.1. In the absence of special arrangements, the prices, which are set by the supplier plant and don't include expenses for delivery, packaging, insurance, taxes established by law, customs duties and other fees shall be applied. Costs incurred in this respect, in particular, expenses for packaging and transportation of products will be counted in a separate invoice.
3.2. Payment for the purchased products shall be made only to the account specified on the back side.
3.3. The purchase value and payment for additional services are subject to immediate settlement, unless otherwise agreed upon in writing. The advance payment shall be made in the amount of 100%.
3.4. The Supplier performs the Agreement subject to absence of any barriers in accordance with national or international statutes of the law on international business activity, including embargo (and/or other sanctions). In the presence of such barriers, the Customer's indemnity claims are excluded.

4 Delivery term
4.1. The delivery term agreed by the Parties and indicated in the order confirmation shall be applied.
4.2. The delivery term shall be considered kept, provided that the subject of delivery left the plant prior to the expiration of the delivery term or the notice of readiness for shipment was received.
4.3. The delivery term shall be prolonged proportionally to the period of duration of force majeure circumstances, strikes, lockouts and other circumstances arisen through no fault of ours.

5 Risk Transfer
5.1. The risk of accidental loss or accidental deterioration of property passes to the Customer as soon as products are transferred to the person carrying out transportation or leave the warehouse for the purpose of shipment. In case of ex works, the risk passes to the Customer after notification of ready ex works.
5.2. At the request of the Customer, we will insure products at his expense by entering into a contract for transport insurance against risks, which shall be indicated by the Customer in written form.
5.3. In case of delay in product acceptance by the Customer, we shall be entitled to seek reimbursement of damages, including possible extra charges. In particular, we shall have the right to store products at the warehouse at the Customer’s expense during the period of delay in product acceptance.
5.4. In case of delay in shipment due to circumstances beyond our control, the risk passes to the Customer at the moment of notification of readiness to shipment.

6 Quality claims
6.1. Warranty rights of the Customer assume that he checked the supplied products immediately after delivery, if applicable, or by way of trial use, and promptly, but not later than 2 weeks after delivery of products notified the Supplier in writing of any obvious defects. The fact of existence of latent defects shall be reported to the Supplier in writing immediately after their detection. The notice shall include the written description of the defect. The Customer's quality claims also assume that instructions, directives and terms set out in technical notes, guidelines on installation, maintenance and operation and in other documents are followed during design, construction, mounting, connection, installation, commissioning, operation and maintenance of products, in particularly, maintenance is properly carried out and documented and recommended components are used.
6.2. In case of defects due to natural wear, particularly concerning fast wearing parts, inappropriate handling, assembly, operation or storage, improper modifications or repairs of products by the Customer or third parties, the quality reclamations are excluded. The same is true for defects caused by the Customers fault or connected with other technical reason different from the initial defect.
6.3. The claims of the Customer related to expenses incurred due to defect elimination, including transport and travel costs, cost for work and material, are excluded, provided that the volume of expenses increases as a result of moving of supplied products to another place different from the Customer's branch, except when moving complies with their proper use.
6.4. The warranty period is 12 months, unless the Supplier and the Customer directly agreed and documented another warranty period.

7 Miscellaneous
7.1. The place of performing obligations resulting from business relationships or from separate agreement is the territory of the Customer's activity, unless otherwise agreed.
7.2. The place of settlement of all disputes resulting directly or indirectly from business relationships is the location of our company.
7.3. Vienna Convention on Sale of Goods is not applied.
7.4. Legal relations within delivery of goods according to these General Business Terms (along with them) are subject to legislation of the host country of the Supplier.